Coinbase prices $2.6 billion convertible senior notes offering

BOSTON - Coinbase Global, Inc. (NASDAQ:COIN), the cryptocurrency exchange with a market capitalization of $76.57 billion and impressive revenue growth of 49% over the last twelve months, has priced $2.6 billion in convertible senior notes in a private offering to qualified institutional buyers, according to a company press release. According to InvestingPro analysis, COIN currently appears overvalued based on its Fair Value calculations.

The offering, which was increased from the previously announced $2.0 billion, consists of $1.3 billion in 0% Convertible Senior Notes due 2029 and $1.3 billion in 0% Convertible Senior Notes due 2032. The transaction is expected to settle on August 8, 2025. With a healthy current ratio of 2.13, InvestingPro data shows Coinbase maintains strong liquidity to support its operational needs.

The cryptocurrency exchange granted initial purchasers options to buy up to an additional $200 million of each note series within 13 days of issuance, potentially increasing total proceeds to $2.96 billion after discounts and expenses.

Coinbase plans to use approximately $194.4 million of the proceeds to fund capped call transactions designed to reduce potential dilution from the notes. The remainder will be allocated to general corporate purposes, which may include working capital, investments, acquisitions, and the repurchase or repayment of outstanding debt securities. The company’s financial strength is evident in its $2.86 billion net income over the last twelve months. Get deeper insights into Coinbase’s financial health and 13 additional ProTips with a subscription to InvestingPro.

The 2029 notes will be convertible at an initial rate of 2.2005 shares per $1,000 principal amount, equivalent to approximately $454.44 per share, representing a 52.5% premium over Coinbase’s August 5 closing price of $297.99. The 2032 notes will be convertible at 2.5327 shares per $1,000 principal amount, or approximately $394.84 per share, a 32.5% premium.

Neither series of notes will bear regular interest. The 2029 notes cannot be redeemed before maturity, while the 2032 notes may be redeemed under certain conditions after October 1, 2029.

The notes and potential underlying shares have not been registered under the Securities Act and may only be offered to qualified institutional buyers under Rule 144A.

In other recent news, Coinbase Global Inc. reported its second-quarter 2025 earnings, revealing a significant shortfall in both earnings per share (EPS) and revenue forecasts. The company posted an EPS of $0.12, far below the projected $1.51, marking a 92.05% negative surprise. Revenue also missed expectations, coming in at $1.5 billion, a 5.66% shortfall from the anticipated $1.59 billion. Following these results, Keefe, Bruyette & Woods lowered their price target for Coinbase to $335 from $355, citing the revenue miss. Meanwhile, Mizuho raised its price target to $267 from $217, noting improved trading volumes despite the weak quarterly results. Benchmark maintained its Buy rating with a $421 price target, despite the disappointing performance. Citizens JMP reiterated its Market Outperform rating and maintained a $440 price target, highlighting the stock’s valuation against future earnings estimates. These developments reflect varied analyst perspectives on Coinbase’s recent financial performance and outlook.

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